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22nd Century (XXII) Risk Analysis
Risk Overview Q2, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1Nasdaq may delist our common stock from trading on its exchange, which could limit investors' ability to make transactions in our common stock, reduce the liquidity of our common stock and materially impair our ability to raise the additional capital necessary to continue our operations.
Our common stock is currently listed on the Nasdaq Capital Market ("Nasdaq"). To maintain that listing, we must satisfy Nasdaq's continued listing requirements, including requirements relating to the minimum bid price of our common stock, the market value of our listed securities, stockholders' equity, the market value of our publicly held shares, the number of publicly held shares and public holders, corporate governance and other matters. We cannot assure you that we will continue to satisfy all applicable Nasdaq continued listing requirements. Under Nasdaq Listing Rule 5550(a)(2), the closing bid price of our common stock generally must be at least $1.00 per share. If the closing bid price is below $1.00 per share for 30 consecutive business days, Nasdaq may notify us that we no longer comply with the minimum bid-price requirement. Although Nasdaq's rules may provide an eligible company with a compliance period in which to regain compliance, there can be no assurance that we would be eligible for any such period, that Nasdaq would grant us any additional time, or that we would regain or subsequently maintain compliance. Regaining compliance may require the closing bid price of our common stock to equal or exceed $1.00 per share for a specified number of consecutive business days, and Nasdaq may require a longer compliance period in its discretion. Nasdaq has adopted a continued listing requirement that requires companies listed on the Nasdaq Capital Market to maintain a minimum market value of listed securities ("MVLS") of at least $5 million. Under the rule, if a company's MVLS remains below $5 million for 30 consecutive business days, Nasdaq may issue a Staff Delisting Determination without providing the company with the traditional cure or compliance period available for certain other listing deficiencies. The rule also provides for the suspension of trading in the company's securities during the pendency of an appeal of the Staff Delisting Determination, subject to the applicable Nasdaq rules and procedures. Although the new MVLS rule has been stayed by the SEC, we cannot predict whether the SEC will affirm, modify or set aside the rule, whether Nasdaq will further amend the rule, or when or whether the rule will again become effective. The stay could be lifted with little advance notice, and the rule could become applicable to us in its current or a modified form. If the stay is lifted and the rule becomes operative in its current or a substantially similar form, and our MVLS subsequently remains below $5 million for the applicable measurement period, our common stock could be suspended from trading and delisted without a traditional cure period. During the past two years, we have received deficiency letters from the Nasdaq Listing Qualifications Department notifying us that we were not in compliance with certain Nasdaq continued listing requirements. Although we addressed those deficiencies and regained compliance, our prior compliance does not provide assurance that we will maintain compliance in the future. We may receive additional deficiency or delisting notices, and any compliance period or exception available under Nasdaq's rules may be insufficient for us to regain compliance. Nasdaq may also amend its listing standards, adopt more stringent standards or alter the remedies available to a company that fails to comply. If Nasdaq delists our common stock from trading on its exchange, we could face significant material adverse consequences, including: - limited availability of market quotations for our common stock;- reduced liquidity with respect to our securities;- a determination that shares of our common stock constitute "penny stock," which would require brokers trading in our shares to comply with more stringent rules and could result in a reduced level of trading activity in the secondary trading market for our shares;- a limited amount of news, securities-analyst and institutional-investor coverage;- increased price volatility and wider bid-and-ask spreads;- the possible loss of confidence by investors, employees, customers, suppliers and other business partners;- reduced ability of investors to dispose of their shares or obtain accurate quotations regarding the market value of our common stock; and - a decreased ability to issue additional common stock, use our securities as acquisition consideration or obtain additional financing in the future. A delisting or trading suspension could also materially impair our ability to raise capital. We have incurred significant losses and may require additional capital to fund our operations, satisfy our obligations, execute our business strategy and continue as a going concern. Investors may be unwilling to purchase our securities if they are not listed on a national securities exchange, and any financing that remains available may involve substantially higher costs, more restrictive terms, significant discounts, warrant coverage, senior or secured securities, or substantial dilution to existing stockholders. Delisting could also impair our ability to use an effective registration statement, access at-the-market or other public equity programs, or satisfy exchange-related conditions in existing or future financing agreements. The occurrence of any of these events could materially and adversely affect the value and liquidity of our common stock, our business, financial condition and results of operations, and our ability to continue as a going concern.
Risk Highlights Q2, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 33
- Share Price & Shareholder Rights - Risk 1ChangedNasdaq may delist our common stock from trading on its exchange, which could limit investors' ability to make transactions in our common stock, reduce the liquidity of our common stock and materially impair our ability to raise the additional capital necessary to continue our operations.
Our common stock is currently listed on the Nasdaq Capital Market ("Nasdaq"). To maintain that listing, we must satisfy Nasdaq's continued listing requirements, including requirements relating to the minimum bid price of our common stock, the market value of our listed securities, stockholders' equity, the market value of our publicly held shares, the number of publicly held shares and public holders, corporate governance and other matters. We cannot assure you that we will continue to satisfy all applicable Nasdaq continued listing requirements. Under Nasdaq Listing Rule 5550(a)(2), the closing bid price of our common stock generally must be at least $1.00 per share. If the closing bid price is below $1.00 per share for 30 consecutive business days, Nasdaq may notify us that we no longer comply with the minimum bid-price requirement. Although Nasdaq's rules may provide an eligible company with a compliance period in which to regain compliance, there can be no assurance that we would be eligible for any such period, that Nasdaq would grant us any additional time, or that we would regain or subsequently maintain compliance. Regaining compliance may require the closing bid price of our common stock to equal or exceed $1.00 per share for a specified number of consecutive business days, and Nasdaq may require a longer compliance period in its discretion. Nasdaq has adopted a continued listing requirement that requires companies listed on the Nasdaq Capital Market to maintain a minimum market value of listed securities ("MVLS") of at least $5 million. Under the rule, if a company's MVLS remains below $5 million for 30 consecutive business days, Nasdaq may issue a Staff Delisting Determination without providing the company with the traditional cure or compliance period available for certain other listing deficiencies. The rule also provides for the suspension of trading in the company's securities during the pendency of an appeal of the Staff Delisting Determination, subject to the applicable Nasdaq rules and procedures. Although the new MVLS rule has been stayed by the SEC, we cannot predict whether the SEC will affirm, modify or set aside the rule, whether Nasdaq will further amend the rule, or when or whether the rule will again become effective. The stay could be lifted with little advance notice, and the rule could become applicable to us in its current or a modified form. If the stay is lifted and the rule becomes operative in its current or a substantially similar form, and our MVLS subsequently remains below $5 million for the applicable measurement period, our common stock could be suspended from trading and delisted without a traditional cure period. During the past two years, we have received deficiency letters from the Nasdaq Listing Qualifications Department notifying us that we were not in compliance with certain Nasdaq continued listing requirements. Although we addressed those deficiencies and regained compliance, our prior compliance does not provide assurance that we will maintain compliance in the future. We may receive additional deficiency or delisting notices, and any compliance period or exception available under Nasdaq's rules may be insufficient for us to regain compliance. Nasdaq may also amend its listing standards, adopt more stringent standards or alter the remedies available to a company that fails to comply. If Nasdaq delists our common stock from trading on its exchange, we could face significant material adverse consequences, including: - limited availability of market quotations for our common stock;- reduced liquidity with respect to our securities;- a determination that shares of our common stock constitute "penny stock," which would require brokers trading in our shares to comply with more stringent rules and could result in a reduced level of trading activity in the secondary trading market for our shares;- a limited amount of news, securities-analyst and institutional-investor coverage;- increased price volatility and wider bid-and-ask spreads;- the possible loss of confidence by investors, employees, customers, suppliers and other business partners;- reduced ability of investors to dispose of their shares or obtain accurate quotations regarding the market value of our common stock; and - a decreased ability to issue additional common stock, use our securities as acquisition consideration or obtain additional financing in the future. A delisting or trading suspension could also materially impair our ability to raise capital. We have incurred significant losses and may require additional capital to fund our operations, satisfy our obligations, execute our business strategy and continue as a going concern. Investors may be unwilling to purchase our securities if they are not listed on a national securities exchange, and any financing that remains available may involve substantially higher costs, more restrictive terms, significant discounts, warrant coverage, senior or secured securities, or substantial dilution to existing stockholders. Delisting could also impair our ability to use an effective registration statement, access at-the-market or other public equity programs, or satisfy exchange-related conditions in existing or future financing agreements. The occurrence of any of these events could materially and adversely affect the value and liquidity of our common stock, our business, financial condition and results of operations, and our ability to continue as a going concern.
- Share Price & Shareholder Rights - Risk 2Our stock price may be highly volatile and could decline in value.
The market price for our common stock has been volatile. Further, the market prices for securities in general have been highly volatile and may continue to be highly volatile in the future. The following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of our common stock: - general economic conditions, including adverse changes in the global financial markets;- equity sales by us of our common stock or securities convertible into common stock to fund our operations. - actual and anticipated fluctuations in our quarterly financial and operating results;- developments or disputes concerning our intellectual property or other proprietary rights;- introduction of technological innovations or new commercial products by us or our competitors;- issues in manufacturing or distributing our products or potential products;- market acceptance of our products or potential products;- FDA or other United States or foreign regulatory actions affecting us or our industry;- litigation or public concern about the safety of our products or potential products;- negative press or publicity regarding us or our common stock;- the announcement of litigation against us or the results of on-going litigation;- additions or departures of key personnel;- third-party sales of large blocks of our common stock or third party short-selling activity;- third-party articles regarding us or our securities;- pending or future shareholder litigation;- sales of our common stock by our executive officers, directors, or significant stockholders; and - the announcement by us of a reverse stock split or other corporate transaction. These and other external factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock, such as the current class action and derivative lawsuits. Such lawsuits and any future related lawsuits could cause us to incur substantial costs defending the lawsuit and can also divert the time and attention of our management, which would have a negative adverse impact on our business.
- Share Price & Shareholder Rights - Risk 3Future sales of our common stock will result in dilution to our common stockholders.
Sales of a substantial number of shares of our common stock in the public market may depress the prevailing market price for our common stock and could impair our ability to raise capital through the future sale of our equity securities. Additionally, as of March 23, 2026, we have outstanding 5,408,786 warrants to purchase an equal number of shares of common stock and 16.0 million in Series B convertible preferred stock (convertible into a maximum of 22,408,964 shares). If any of the holders of outstanding warrants or notes exercise or convert them, as applicable, our common stockholders will incur dilution in their relative percentage ownership. The prospect of this possible dilution may also impact the price of our common stock.
- Share Price & Shareholder Rights - Risk 4We have a significant number of outstanding securities with anti-dilution price protection.
We have approximately 5,408,786 outstanding warrants with anti-dilution price protection. The exercise price on these warrants will have the exercise price reduced in the event of any future offerings of securities at a lower price than the current exercise price (subject to limited exceptions) of $3.57. In addition, our Series B Convertible Preferred Stock is convertible into common stock at any time at an initial conversion price of $3.57, which price is subject to adjustment for any future offerings of securities at a lower price than the current exercise price (subject to limited exceptions). Such securities may deter future investors and can result in further dilution to our investors.
- Share Price & Shareholder Rights - Risk 5Our common stock may become the target of a "short squeeze."
In recent years, the securities of several companies have increasingly experienced significant and extreme volatility in stock price due to short sellers of common stock and buy-and-hold decisions of longer investors, resulting in what is sometimes described as a "short squeeze." Short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company. Sharp rises in a company's stock price may force traders in a short position to buy the shares to avoid even greater losses. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those shares have abated. We may be a target of a short squeeze, and investors may lose a significant portion or all of their investment if they purchase our shares at a rate that is significantly disconnected from our underlying value.
- Share Price & Shareholder Rights - Risk 6Anti-takeover provisions contained in our articles of incorporation and bylaws, as well as provisions of Nevada law, could impair a takeover attempt.
Our amended and restated articles of incorporation and bylaws currently contain provisions that, together with Nevada law, could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by our board of directors. Our corporate governance documents presently include the following provisions: - providing for a "staggered" board of directors in which only one-third (1/3) of the directors can be elected in any year;- authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend, and other rights superior to our common stock; and - limiting the liability of, and providing indemnifications to, our directors and officers. These provisions, alone or together, could delay hostile takeovers and changes in control of our Company or changes in our management. As a Nevada corporation, we also may become subject to the provisions of Nevada Revised Statutes Sections 78.378 through 78.3793, which prohibit an acquirer, under certain circumstances, from voting shares of a corporation's stock after crossing specific threshold ownership percentages, unless the acquirer obtains the approval of the stockholders of the issuer corporation. The first such threshold is the acquisition of at least one-fifth, but less than one-third of the outstanding voting power of the issuer. We may become subject to the above referenced Statutes if we have 200 or more stockholders of record, at least 100 of whom are residents of the State of Nevada and do business in the State of Nevada directly or through an affiliated corporation. As a Nevada corporation, we are subject to the provisions of Nevada Revised Statutes Sections 78.411 through 78.444, which prohibit an "interested stockholder" from entering into a combination with the corporation, unless certain conditions are met. An "interested stockholder" is a person who, together with affiliates and associates, beneficially owns (or within the prior two years did own) 10 percent or more of the corporation's voting stock. Any provision of our amended and restated articles of incorporation, our bylaws or Nevada law that has the effect of delaying or deterring a change in control of our Company could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.
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